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So If You Care to Find Me – Look to My Certificate of Incorporation
We’re all feeling a little Wicked lately. Yes, winter is almost upon us, but at least the Wicked craze is keeping us entertained. What do flying monkeys, mismatched spells, and the Wizard of Oz have to do with business, you ask? When your public filings aren’t accurate, your legal problems will drop out of the sky like flying monkeys, creating chaos you never saw coming. What we’re trying to avoid is when someone pulls back the curtain and discovers that things behind the scenes weren’t quite as they seemed. Spoiler alert: the impact is worse than sitting through Jeff Goldblum’s song and dance, and a magic spell won’t solve it.
Your Certificate of Incorporation is (Usually) Public Record
As you grow, gain more of a public profile, and your business continues to thrive, you will be popular. We know about popular, especially when business owners realize that the corporate filings on file with the state are in the public domain. Anyone can pay a few cents or dollars and recover those filings. If you are concerned with privacy, you should certainly consider not putting your personal address on your corporate formation documents, or at least if you already have done so, update them with a third party registered agent’s address to preserve your privacy. Side note, all business spam will go to the address you list too, so you really don’t want to end up dealing with hundreds of owls delivering mail to your doorstep or through your fireplace . . . wait . . . wrong wizard . . . carry on!
Your Registered Agent Should Be Up to Date
Once something has changed within your entity, update your corporate filings. Whether it’s your business address (if you’ve listed it), or your members (if you’ve listed those as well), that information shouldn’t just stay there for good. The biggest piece of information that needs to be updated is your registered agent and/or the address you list for formal service of process. Claimants will argue that the address you list there is the last known address they have on record, and that by listing it, you’ve effectively sworn it’s accurate. If you’re no longer there, they’ll claim they exercised reasonable efforts to find you at the address you provided, and because they couldn’t, they should still receive the relief they seek by default. And in New York, home of the Wicked musical, things actually do get Wicked. There, the Secretary of State is your registered agent by default. If you haven’t updated your address, service is considered complete whether or not the notice ever makes its way to you. It’s tough to defy the gravity of that situation.
The Corporate Veil Returns
What is the true impact of all of this? Aside from the fact that you could have a lawsuit you don’t even know about, failing to follow corporate formalities like maintaining accurate incorporation records and truly separating the individual from the entity risks piercing the corporate veil. If you have no clue what we’re talking about, check out our previous blog! We don’t want potential claimants to peek behind the curtain, revealing the person pulling all the levers and undoing all the protection your corporate entity was supposed to provide.
Don’t worry, you aren’t “left only on your own” . . . because as always, if you’ve got questions, you know we’ve got answers!
~ The W + K Team
ABOUT WEINSTEIN + KLEIN P.C.
Founded in 2019, Weinstein + Klein is a modern boutique law firm that serves as outside general counsel to businesses across industries. Weinstein + Klein provides strategic, day-to-day legal support with a focus on labor and employment law, corporate and transactional matters, and business litigation. Weinstein + Klein works closely with business owners, executives, and entrepreneurs to proactively manage risk, navigate complex employment issues, and handle key transactions – from formation to funding to exit.